Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO '
240.13d-1(a) AND AMENDMENTS THERETO FILED PUSUANT TO
'
240.13d-2(a)
(Amendment
No. )*
STANDARD
GOLD, INC.
____________________________________________________________
(Name of
Issuer)
Common
Stock, $.001 par value
____________________________________________________________
(Title of
Class of Securities)
853442 10
1
___________________________________________
(CUSIP
Number)
Wits
Basin Precious Minerals Inc.
Attn: Mark
D. Dacko
900 IDS
Center, 90 South 8th
Street
Minneapolis,
MN 55402
(612)
349-5277
With a
copy to:
Ranga
Nutakki, Esq.
Maslon
Edelman Borman & Brand, LLP
90 South
7th
Street, Suite 3300
Minneapolis,
MN 55402
(612-672-8200)
____________________________________________________________
(Name,
Address and Telephone Number of Person
Authorized
To Receive Notices and Communications)
December 31,
2009
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. r.
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits.
See
§240.13d-7 for other parties to whom copies are to be sent.
(continued
on following pages)
__________________________________________
* The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 7
Pages
| CUSIP No. 853442 10 1 |
SCHEDULE
13D
|
Page 2 of
7
|
|
1.
|
NAMES
OF REPORTING PERSONS
|
| Wits Basin Precious Minerals Inc. (“Wits Basin”) | |
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
| (a) ( ) | |
| (b) ( ) | |
|
3.
|
SEC USE ONLY |
|
4.
|
SOURCE OF FUNDS* |
| OO – shares were obtained in a share exchange | |
| WC – with respect to shares purchased | |
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) |
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| Minnesota |
|
7.
|
SOLE VOTING POWER | |
|
NUMBER
OF
|
23,143,544 | |
|
SHARES
|
||
|
BENEFICIALLY
|
8.
|
SHARED VOTING POWER |
|
OWNED
BY
|
0 | |
|
EACH
|
||
|
REPORTING
|
9.
|
SOLE DISPOSITIVE POWER |
|
PERSON
|
23,143,544 | |
|
WITH
|
||
|
10.
|
SHARED DISPOSITIVE POWER | |
| 0 |
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 23,143,544 | |
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| 94.6% | |
|
14.
|
TYPE OF REPORTING PERSON |
| HC | |
| CUSIP No. 853442 10 1 |
SCHEDULE
13D
|
Page 3 of
7
|
|
1.
|
NAMES
OF REPORTING PERSONS
|
| Stephen D. King | |
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
| (a) ( ) | |
| (b) ( ) | |
|
3.
|
SEC USE ONLY |
|
4.
|
SOURCE OF FUNDS* |
| OO - shares were obtained in a share exchange | |
| WC – with respect to shares purchased | |
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) |
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| USA |
|
7.
|
SOLE VOTING POWER | |
|
NUMBER
OF
|
0 | |
|
SHARES
|
||
|
BENEFICIALLY
|
8.
|
SHARED VOTING POWER |
|
OWNED
BY
|
23,143,544 | |
|
EACH
|
||
|
REPORTING
|
9.
|
SOLE DISPOSITIVE POWER |
|
PERSON
|
0 | |
|
WITH
|
||
|
10.
|
SHARED DISPOSITIVE POWER | |
| 23,143,544 |
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 23,143,544 | |
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| 94.6% | |
|
14.
|
TYPE OF REPORTING PERSON |
| IN | |
ITEM
1. SECURITY AND ISSUER
This
statement relates to the common stock, $.001 par value, of Standard Gold, Inc.
(formerly known as Princeton Acquisitions, Inc.), a Colorado corporation
(“Standard Gold,” “Issuer” or the “Company”). The address of the
Company’s principal executive offices is 900 IDS Center, 80 South 8th Street,
Minneapolis, MN 55402. Stephen D. King is the Chief
Executive Officer of Standard Gold and of Wits Basin.
ITEM
2. IDENTITY AND BACKGROUND
This
Schedule 13D is being filed by Wits Basin Precious Minerals Inc., a Minnesota
corporation. The principal business address is 900 IDS Center, 80
South 8th Street,
Minneapolis, MN 55402. Mr. King is the Chief
Executive Officer of Wits Basin Precious Minerals Inc. and of Standard
Gold.
During
the last five years, the Reporting Person has not been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(ii) party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Wits
Basin is a Minnesota Corporation.
Mr. King
is a citizen of the United States.
ITEM
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On
September 11, 2009, Wits Basin’s wholly owned subsidiary, Hunter Bates
Mining Corporation, entered into a share exchange agreement with Standard Gold,
Inc. and certain shareholders of Hunter Bates, in which it was contemplated that
all of the shareholders of Hunter Bates would exchange all of their capital
securities into securities of Standard Gold. On September 29, 2009, the share
exchange was consummated (the “Share Exchange”).
Immediately
prior to the effectiveness of the Share Exchange, six shareholders of Standard
Gold, Inc. who collectively held 1,542,695 shares of Standard Gold common stock,
which constituted approximately 90.18% of the issued and outstanding shares of
Standard Gold, sold 1,383,544 shares of Standard Gold common stock to Wits Basin
for a purchase price of $262,500.
The
source of funds for the purchase by Wits Basin was a repayment by Standard Gold
of a loan from Wits Basin.
ITEM
4. PURPOSE OF TRANSACTION
The
majority of the shares of Standard Gold subject to this Statement were obtained
in the Share Exchange with Hunter Bates Mining Corporation. In
connection with the Share Exchange, Wits Basin also purchased shares of Standard
Gold from certain shareholders of Standard Gold immediately prior to the Share
Exchange.
Page 4 of
7
Although
Wits Basin has not formulated any other definitive plan, it may from time to
time acquire, or dispose of, common stock and/or other securities of the Company
if and when it deems appropriate. Wits Basin may formulate other
purposes, plans or proposals relating to any of such securities of the Company
to the extent deemed advisable in light of market conditions, investment
policies and other factors. Except as indicated in this Statement,
Wits Basin has no current plans or proposals which would relate to or would
result in any of the following matters:
(a) The
acquisition by any person of additional securities of the issuer, or the
disposition of securities of the issuer;
(b) An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the issuer or any of its subsidiaries;
(c) A
sale or transfer of a material amount of assets of the issuer or of any of its
subsidiaries;
(d) Any
change in the present board of directors or management of the issuer, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board;
(e) Any
material change in the present capitalization or dividend policy of the
issuer;
(f) Any
other material change in the issuer’s business or corporate structure, including
but not limited to, if the issuer is a registered closed-end investment company,
any plans or proposals to make any changes in its investment policy for which a
vote is required by Section 13 of the Investment Company Act of
1940;
(g) Changes
in the issuer’s charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the issuer by any
person;
(h)
Causing
a class of securities of the issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i) A
class of equity securities of the issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or
(j) Any
action similar to any of those enumerated above.
ITEM
5. INTEREST IN THE SECURITIES OF THE ISSUER
|
(a)
and (b)
|
Wits
Basin beneficially owns 23,143,544 shares (which includes warrants to
purchase 1,630,000 shares of common stock). Mr. King, as Chief
Executive Officer of Wits Basin, has voting and dispositive power with
respect to such shares.
|
Page 5 of
7
According
to information provided by the Company, as of December 31, 2009, the number of
shares outstanding was 22,840,649. Accordingly, based upon this
information Wits Basin is the beneficial owner of 94.6% of the outstanding
shares.
c. TRANSACTIONS
WITHIN THE LAST 60 DAYS
On
December 29, 2009, Wits Basin purchased 1,000,000 Units in a private placement
offering for an aggregate purchase price of $500,000, each Unit consisting of
one share of common stock and one warrant to purchase one share of common stock
at an exercise price of $1.00.
| d. | Not applicable. |
|
e.
|
Not
applicable.
|
|
ITEM
6.
|
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE
ISSUER
|
In
October and November 2009, Wits Basin completed a private placement offering of
units of its securities which included private option agreements with the
investors whereby Wits Basin agreed to, upon exercise of such options at an
exercise price of $0.50 per option, transfer to such investors up to an
aggregate of 630,000 units of Standard Gold, each unit consisting of one share
of Standard Gold common stock and one warrant to purchase a share of Standard
Gold common stock at an exercise price of $1.00.
|
ITEM
7.
|
EXHIBITS.
|
None
Page 6 of
7
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
| Wits Basin Precious Minerals Inc. | |||
|
Dated:
February 16, 2010
|
|
/s/ Stephen D. King | |
| Stephen D. King | |||
| Chief Executive Officer | |||
|
|
|
/s/ Stephen D. King | |
| Stephen D. King | |||
Page 7 of
7